Flow Beverage Corp. Closes Secured Convertible Loans and Announces TSX Conditional Approval and Shareholder Approval via Written Consent

Flow Beverage Corp. (TSX:FLOW; OTCQX:FLWBF) (“Flow” or the “Company”) announced today having entered into its previously announced secured business purpose loan note with NFS Leasing Canada Ltd. (“NFS”) of up to $4 million (the “NFS Term Loan”) and having entered into a secured convertible loan with RI Flow LLC (“RI Flow”) of up to $6 million (the “RI Flow Convertible Loan” and, together with the NFS Term Loan and the RI Flow Convertible Loan, the “Business Term Loans”). RI Flow and NFS are affiliates of Clifford L. Rucker and they collectively own, or have control or direction over, more than 10% of the voting rights attached to all of the Company’s outstanding voting securities on a partially diluted basis.

“On behalf of the Flow team, I would like to thank NFS and Cliff Rucker for their support in this funding round. Collectively, we are optimistic that this capital injection can help Flow reach its operational and financial goals over the long term,” said Nicholas Reichenbach, Founder and CEO of Flow.

All currency amounts stated this press release are denominated in Canadian dollars unless specified otherwise.

Toronto Stock Exchange Conditional Approval and Shareholder Approval

The Company also announced today that the Toronto Stock Exchange (“TSX”) has conditionally approved the Business Purpose Loans as well as the previously announced $2 million secured term loan advanced by NFS to Flow.

Further to its press release dated May 26, 2025, the Company has now obtained the requisite approval from shareholders holding in the aggregate more than 50% of the total voting rights of the Company’s issued and outstanding shares, excluding shares held by RI Flow, NFS and Clifford L. Rucker, which approval has been evidenced by written consent in accordance with the requirements set forth in Section 604(d) of the TSX Company Manual. This written consent satisfies the Flow security holder approval requirement of the TSX in respect of the Business Purpose Loans as well as the previously announced $2 million secured term loan advanced by NFS to Flow. Each of the Business Purpose Loans and the previously announced $2 million secured term loan advanced by NFS to Flow remain subject to the final approval of the TSX.